Spirent PLC
30 August 2001
PART 2
1. Segmental Analysis
£ million Half year 30 June Year 31
December
_________________________ ___________
2001 % 2000 % 2000 %
Turnover
Telecom Test 141.3 31 114.0 38 283.7 42
Network Monitoring 113.9 25 - - 5.5 1
_______ ___ _____ ___ ______ ___
Communications 255.2 56 114.0 38 289.2 43
Network Products 91.2 20 90.2 30 181.4 27
Systems 62.8 14 55.9 18 113.1 17
Sensing Solutions 46.6 10 43.5 14 90.7 13
_______ ___ _____ ___ ______ ___
455.8 100 303.6 100 674.4 100
Divested operations: ___ ___ ___
Systems 3.1 12.8 22.3
______ _____ ______
458.9 316.4 696.7
______ _____ ______
Operating (loss)/profit
Telecom Test 33.0 41 38.8 66 97.1 71
Network Monitoring 29.6 37 - - 1.5 1
_______ ___ _____ ___ ______ ___
Communications 62.6 78 38.8 66 98.6 72
Network Products 9.5 12 13.5 23 25.3 18
Systems 2.9 4 1.0 2 2.1 2
Sensing Solutions 4.6 6 5.7 9 11.3 8
_______ ___ _____ ___ ______ ___
79.6 100 59.0 100 137.3 100
Divested operations:
Systems (0.2) ___ 0.6 ___ 0.6 ___
______ _____ ______
Operating profit before goodwill
amortisation and exceptional items 79.4 59.6 137.9
______ _____ ______
Goodwill amortisation:
Telecom Test (14.9) (7.6) (19.8)
Network Monitoring (30.0) - (2.6)
______ _____ ______
Communications (44.9) (7.6) (22.4)
Network Products (0.7) (0.5) (1.3)
Systems (0.3) (0.3) (0.6)
Sensing Solutions (0.8) (0.7) (1.4)
______ _____ ______
(46.7) (9.1) (25.7)
______ _____ ______
Exceptional items:
- goodwill impairment
Telecom Test (192.3) - -
Network Monitoring (55.3) - -
______ _____ ______
Communications (247.6) - -
______ _____ ______
- stocks and debtors provisions
- Telecom Test (14.9) - -
- reorganisation costs (0.5) - -
- acquisition retention bonuses (2.9) - (2.2)
______ _____ ______
Operating (loss)/profit (233.2) 50.5 110.0
______ _____ ______
2. Geographical Analysis
£ million Half year 30 June Year 31
December
_________________________ ___________
2001 % 2000 % 2000 %
Turnover by market
Europe 108.5 24 92.9 30 194.7 29
North America 292.1 64 169.3 56 390.8 58
Asia Pacific, Rest of Americas,
Africa 55.2 12 41.4 14 88.9 13
_______ ___ _____ ___ ______ ___
455.8 100 303.6 100 674.4 100
___ ___
Divested operations: 2.1 5.8 12.2
Europe 0.2 5.5 7.3
North America
Asia Pacific, Rest of Americas,
Africa 0.8 1.5 2.8
______ _____ ______
458.9 316.4 696.7
______ _____ ______
Turnover by source
Europe 106.8 24 86.6 29 174.0 26
North America 329.1 72 198.1 65 461.7 68
Asia Pacific, Rest of Americas,
Africa 19.9 4 18.9 6 38.7 6
______ _____ ______
455.8 100 303.6 100 674.4 100
___ ___ ___
Divested operations:
Europe 3.1 7.7 15.3
North America - 5.1 7.0
______ _____ ______
458.9 316.4 696.7
______ _____ ______
2. Geographical Analysis continued
£ million Half year 30 June Year 31
December
_________________________ ___________
2001 % 2000 % 2000 %
Operating (loss)/profit by source
Europe 12.2 15 11.2 19 19.0 14
North America 66.1 83 46.4 79 115.9 84
Asia Pacific, Rest of Americas,
Africa 1.3 2 1.4 2 2.4 2
______ ___ _____ ___ ______ ___
79.6 100 59.0 100 137.3 100
___ ___ ___
Divested operations:
Europe (0.2) 0.7 0.9
North America - (0.1) (0.3)
_______ _____ ______
Operating profit before goodwill
amortisation and exceptional items 79.4 59.6 137.9
_______ _____ ______
Goodwill amortisation:
Europe (0.8) (0.6) (1.3)
North America (45.7) (8.3) (23.4)
Asia Pacific, Rest of Americas,
Africa (0.2) (0.2) (1.0)
_______ _____ ______
(46.7) (9.1) (25.7)
_______ _____ ______
Exceptional items:
- goodwill impairment
North America (247.6) - -
- stocks and debtors
provisions
North America (14.9) - -
- reorganisation costs (0.5) - -
- acquisition retention bonuses (2.9) - (2.2)
_______ _____ ______
Operating (loss)/profit (233.2) 50.5 110.0
_______ _____ ______
Average exchange rates
US dollar 1.44 1.57 1.51
Euro 1.61 1.63 1.64
3. Earnings Before Interest, Taxation, Depreciation, Amortisation and
Exceptional Items (EBITDA before exceptional items)
£ million Year
Half year 30 June 31 December
_________________ __________
2001 2000 2000
Operating (loss)/profit of the Group (233.2) 50.5 110.0
Exceptional items:
Other (see note 4) 18.3 - 2.2
Goodwill impairment 247.6 - -
Goodwill amortisation 46.7 9.1 25.7
Depreciation 17.2 11.3 25.1
______ ______ ______
96.6 70.9 163.0
______ ______ ______
4. Exceptional Items - Other
£ million Year
Half year 30 June 31 December
__________________ ____________
2001 2000 2000
Stocks and debtors provisions 14.9 - -
Reorganisation costs 0.5 - -
Acquisition retention bonuses 2.9 - 2.2
_______ _____ _______
18.3 - 2.2
Tax effect of exceptional items 5.7 - 0.7
_______ _____ _______
12.6 - 1.5
_______ _____ _______
5. Goodwill Impairment
In accordance with FRS 10 'Goodwill and intangible assets', goodwill is
reviewed for impairment at the end of the first full financial year
following acquisition and in other periods if events or changes in
circumstances indicate the carrying value may not be recoverable. The rapid
deterioration in the telecommunications market has led us to recognise
impairment losses for Zarak Systems and Net-HOPPER both acquired in the
second half of 2000. These losses which total £247.6 million, are the
aggregate from the impairment reviews of each individual income generating
unit and determined in accordance with FRS 11 'Impairment of fixed assets
and goodwill'. The impairment loss restates the assets to value in use and
has been measured using a pre-tax discount rate of 14.6 per cent.
6. Taxation
£ million Year
Half year 30 June 31 December
__________________ ____________
2001 2000 2000
UK taxation 6.4 0.7 2.2
Overseas taxation 7.9 14.0 29.3
Exceptional tax credit - - (6.4)
_______ _____ ________
14.3 14.7 25.1
Share of joint venture's taxation 2.6 2.5 4.5
Share of associates' taxation 0.3 0.1 1.0
_______ _____ ________
17.2 17.3 30.6
_______ _____ ________
7. Reconciliation of Operating (Loss)/Profit to Net Cash Inflow from
Operating Activities
£ million Year
Half year 30 June 31 December
__________________ ____________
2001 2000 2000
Operating (loss)/profit (233.2) 50.5 110.0
Depreciation 17.2 11.3 25.1
Loss/(profit)on disposal of 0.3 (0.6) (0.8)
tangible fixed assets (14.9) - -
Goodwill impairment 247.6 - -
Amortisation of goodwill 46.7 9.1 25.7
Acquisition retention bonuses non
cash 0.3 - 1.4
Deferred income (released)/received (18.8) 1.5 1.5
Decrease/(increase) in debtors 3.6 (19.0) (30.7)
Decrease/(increase) in stocks 15.4 (8.2) (23.7)
(Decrease)/increase in creditors (25.2) 3.9 17.2
_______ _____ ________
Net cash inflow from operating
activities 53.9 48.5 125.7
_______ _____ ________
8. UK-US GAAP Reconciliation
£ million Half year 30 June
________________________
2001 2000
(Loss)/profit attributable to
shareholders in accordance with UK GAAP (260.1) 15.2
________ ________
Adjustments:
Goodwill and Other Intangible Assets (a) (73.7) (22.0)
Stock compensation (b) 16.9 (5.6)
Profit on disposal of operations (c) 0.1 9.8
Other (d) (2.3) 0.3
________ ________
Total adjustments (59.0) (17.5)
________ ________
Net loss as adjusted to accord with US (319.1) (2.3)
GAAP
________ ________
Basic loss per share: (pence) (34.92) (0.35)
(a) Goodwill and Other Intangible Fixed Assets
(i) Useful Economic Lives
Under UK GAAP purchased goodwill is amortised over its estimated useful
economic life, which is defined as the period over which the value of the
underlying business acquired is expected to exceed the values of its
identifiable net assets and is presumed to be limited to 20 years. Under US
GAAP, purchased goodwill is amortised over the estimated period to benefit
from the original purchased goodwill, which is typically in the range of
seven to ten years. In the six months ended 30 June 2001 this resulted in a
further US GAAP expense of £46.7 million (2000 £12.4 million).
(ii) Capitalisation
Under UK GAAP, goodwill arising on acquisitions prior to 1998 was written
off to retained earnings on acquisition. In reconciling to US GAAP, such
amounts have been capitalised and amortised over their estimated useful
economic lives of 20 years. In the six months ended 30 June 2001 this
resulted in a further expense under US GAAP of £9.8 million (2000 £10.7
million).
(iii) Specific Identified Intangible Assets
Other intangible assets included in, and accounted for as, goodwill under UK
GAAP have been reclassified and are amortised over their individually
determined estimated useful economic lives. These shorter lives for US GAAP
purposes resulted in an additional US GAAP expense in the six months ended
30 June 2001 of £7.1 million (2000 £0.6 million).
(iv) Impairment Review
The UK GAAP impairment charge has been calculated based on the UK GAAP
goodwill balances of Zarak and Net-HOPPER at 30 June 2001. In reconciling
to US GAAP this impairment charge has been adjusted to allow for: (i) the
different rules regarding the cash flow models used in the impairment
review, (ii) the different amortisation periods between UK and US GAAP,
(iii) the write off of IPR&D arising on Zarak under US GAAP in the year of
acquisition, (iv) the different UK-US GAAP base goodwill amounts arising on
acquisition due to the different methods of quantifying purchase
consideration and (v) the different base net assets. These factors resulted
in a £10.3 million adjustment to increase the impairment charge under US
GAAP.
(v) Other Purchase Accounting Differences
Other differences between UK GAAP and US GAAP relating to contingent
consideration, the determination of the cost of investment and the fair
values of assets acquired resulted in an adjustment to increase income under
US GAAP in the six months ended 30 June 2001 of £0.2 million (2000 £1.7
million).
(b) Stock-Based Compensation
Under UK GAAP, no compensation expense arises under the Group's various
share option plans. However, UK corporate governance recommends the
inclusion of performance criteria in UK stock plans and accordingly the UK
ESOS plan includes certain performance criteria, which result in variable
accounting under US GAAP. In reconciling to US GAAP we have used the
intrinsic value basis of calculating compensation expense. In the six months
ended 30 June 2001 the movement in our share price since 31 December 2000
resulted in a UK-US GAAP adjustment to increase income under US GAAP in the
six months ended 30 June 2001 of £16.9 million (2000 £5.6 million expense).
(c) Profit on Disposal
The differences between the UK GAAP and US GAAP treatments of goodwill
arising on acquisitions prior to 1 January 1998 and goodwill amortisation
periods, result in adjustments to profit or losses on disposals of
businesses as the determination of the profit or loss on disposal takes into
account the unamortised balance of goodwill released. In addition, under US
GAAP, the profit or loss on disposal is stated net of any related cumulative
currency translation differences. In the six months ended 30 June 2001
these differences resulted in a UK-US GAAP adjustment to the profit/(loss)
on disposal calculation of £0.1 million (2000 £9.8 million).
(d) Other differences between UK GAAP and US GAAP
Further accounting differences relating to taxation, pensions, contingent
compensation and vacation accruals were identified. In aggregate for the six
months ended 30 June 2001 these adjustments resulted in further expense
under US GAAP of £2.3 million (2000 income of £0.3 million).
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